Reports.

12 November 2019

On the adoption by the Company’s Management Board of a resolution on the issue of shares within the framework of the target share capital increase

Legal basis: Article 56 section 1 item 2 of the Act on Public Offering – current and periodical information

Content of the report: 

Management Board of Ten Square Games S.A. (“the Company”) informs that on 12 June 2019 it adopted a resolution on the issue of shares within the framework of the target share capital increase, reading as follows:

§ 1.

1. The Company’s share capital shall be increased by PLN 1,624.50 in words: one thousand six hundred and twenty-four zloty and fifty grosz.
2.  The increase of the Company’s share capital, referred to in section 1 above, shall be effected through the issue of 16 245 (sixteen thousand, two hundred and forty-five) ordinary series B bearer shares with a par value of PLN 0.10 (ten grosz) per share, hereinafter referred to as the “Shares”.
3. Pursuant to par. 6a(7) of the Company’s Articles of Association, the Shares shall be paid for in cash and the issue price per Share shall be PLN 0.10 in words: ten grosz.
4. Shares shall carry dividend rights in accordance with the following rules: Shares issued no later than on the dividend day set forth in a resolution of the General Meeting of the Company shall participate in the dividend for the previous financial year immediately preceding the financial year in which the Shares were issued. Shares issued after the dividend day set forth in a resolution of the General Meeting of the Company shall participate in the dividend for the financial in which the Shares were issued.
5. The shares are documented until they dematerialize in connection with the application for their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange S.A.
6. The shares will be subscribed for by way of private subscription within the meaning of Art. 431(2)(1) of the Commercial Companies Code by way of submission of offers addressed by the Company’s Management Board to persons included in the List of Programme Participants in accordance with the definition contained in the Rules and Regulations of the incentive scheme (“Programme”) established pursuant to the Programme Resolution (“Rules and Regulations”), referred to in the Resolution of the Supervisory Board. The number of persons to whom the offer to acquire the Shares will be addressed shall not exceed 149 in words: one hundred and forty-nine persons.
7. In the Company’s interest, the existing shareholders are deprived, subject to the Supervisory Board’s consent, of their pre-emptive rights to acquire the Shares in full, with the proviso that the persons eligible to acquire the Shares are those included in the List of Programme Participants affected by the Supervisory Board’s Resolution.
   It is in the Company’s interest to deprive the existing shareholders of their pre-emptive rights to acquire the Shares in full, as the Programme is intended to ensure participation in the expected increase in the Group’s value by the persons key to the Group’s development, and to ensure permanent connection with the Group of Programme Participants. The objective of the Programme is to create mechanisms that will encourage and motivate qualified persons, key to the implementation of the Group’s strategy, to act in the interest of the Company and its shareholders by enabling them to acquire Shares.
8. The offer to subscribe for the Shares shall be submitted to the individual persons included in the List of the Programme Participants covered by the Resolution of the Supervisory Board within 14 days of the date of adoption of this resolution.
9. The Shares shall be taken up by submitting to the Company a declaration on taking up the Shares after receiving an offer to take up the Shares, but not later than within 30 days from the date of adoption of this resolution.

§ 2.

Detailed terms and conditions of the issue of the Shares, including detailed information on:
1. submission of declarations on subscription for the Shares and specimen documents;
2. payment for the Shares;
3. Issuance of Shares;
4. depositing the Shares, admitting and introducing the Shares to trading on the regulated market operated by the Warsaw Stock Exchange, including the related deadlines and obligations;
– have been defined in the Rules and apply to the Shares.

§ 3.

Due to the increase in the Company’s share capital referred to in this resolution, the current wording of § 6 of the Company’s Articles of Association shall be amended so that § 6 of the Company’s Articles of Association reads as follows:
“The share capital of the Company amounts to PLN 724,124.50 in words: seven hundred and twenty-four thousand one hundred and twenty-four zloty and fifty grosz and is divided into:
1. 7,225,000 seven million two hundred and twenty-five thousand ordinary bearer shares of series A with a nominal value of 0,10 PLN ten grosz each;
2. 16.245 sixteen thousand two hundred and forty-five ordinary bearer shares of series B with a nominal value of PLN 0.10 each, in words: ten grosz.”

§ 4.

The resolution comes into force upon adoption, with the proviso that the increase in the share capital and amendment of the Company’s Articles of Association shall come into force upon registration of the amendments by a competent registry court.